What do investors actually look for when they sit down with a board? And has stewardship lost its way in a sea of tick boxes and league tables?

In this episode of The Boardroom Path, host Ralph Grayson speaks with Kimberley Lewis, Head of Active Ownership at Schroders, one of the world's largest global asset managers. Kimberley leads Schroders' global stewardship strategy and works directly with chairs, CEOs and NEDs on governance, climate, human capital and geopolitics.

They explore why quality stewardship should feel like a partnership rather than a compliance exercise and why boards need more courage to explain rather than simply comply. The conversation covers the growing wave of shareholder activism in Europe, with a 44% year-on-year surge in UK companies targeted by activists in 2025, the impact of the US ESG backlash on UK engagement, and why Kimberley believes companies that double down on their principles will ultimately be vindicated.

From board composition and NED stock ownership to the balance between curiosity and technical expertise, this is a practical guide to what good governance looks like from the investor's chair.

• (00:00) - Welcome to The Boardroom Path

Kimberley Lewis: Kimberley Lewis is the Head of Active Ownership at Schroders, one of the world's largest global asset managers. She leads the firm's global stewardship strategy, overseeing how Schroders engages with boards and executive teams across listed and private markets on issues including corporate governance, climate change, human rights, human capital and geopolitics. A former lawyer in the United States, Kimberley pivoted into corporate responsibility roles at AstraZeneca and Pfizer before moving into investment stewardship, initially covering North American companies at a boutique ESG-integrated firm. She holds an MBA from London Business School and is a member of the International Corporate Governance Network.

Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom.

Resources & Links:

• Schroders 2026 Engagement Blueprint
• The State of Stewardship Tulchan Report
• IA Stewardship Working Group Report
• UK Stewardship Code 2026

Episode Insights:

• Quality stewardship is a collaborative, research-driven partnership between investors and boards, not a tick-box compliance exercise driven by league tables or voting records.
• The US ESG backlash is making stewardship harder but more important: companies are responding in very different ways, and those that double down on their principles are likely to be vindicated in the long run.
• Shareholder activism is surging in Europe and the UK, and boards should treat large, long-term shareholders as trusted partners and engage with activist concerns early rather than waiting for a crisis.
• The UK corporate governance framework needs more courage in the "explain" of "comply or explain": private conversations reveal boards often know what they should do but fear the headlines.
• Assessing true board quality remains one of the biggest unsolved challenges in stewardship: composition metrics and skills matrices are imperfect proxies for the judgement, curiosity and culture that really matter.

Action Points:

1. Treat your largest shareholders as strategic partners: Proactively reach out to your long-term institutional investors for candid conversations about governance, strategy and risk. These investors often have a broader market perspective and a genuine shared interest in long-term value creation. Use them as a sounding board before challenges escalate into activist campaigns.
2. Embrace the "explain" in comply or explain: Resist the temptation to default to compliance for an easy life. If a departure from the corporate governance code serves the company's long-term interests, invest the time to articulate a clear, evidence-based rationale. The FRC has explicitly stated that thoughtful, well-reasoned explanation is not weak governance.
3. Rethink how you assess board composition: Move beyond rigid checklists of skills and experience. Consider whether the board collectively has the intellectual curiosity, risk appetite and constructive challenge needed to navigate complex, overlapping issues such as AI, geopolitics and climate transition. Look at the board holistically rather than applying strict rules to individual metrics.
4. Align NED incentives with long-term value: Consider whether NED remuneration structures encourage genuine alignment with shareholders. The FRC's updated guidance now permits share-based arrangements for NEDs, provided they are not performance-linked. Explore whether personal shareholdings could strengthen commitment and accountability on your board.
5. Prepare for and engage with activism constructively: Monitor early signals of activist interest, including rising AGM dissent percentages and new register entries. Engage with activist concerns directly and early, treating them as a source of market intelligence rather than a threat. Companies that listen and adapt before campaigns go public are far better positioned than those that react defensively.

The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board d...